S-8 1 securitiestobeofferedtoemp.htm S-8 Document

As filed with the Securities and Exchange Commission on July 26, 2023.
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


LivaNova PLC
(Exact name of Registrant as specified in its charter)


England and Wales
98-1268150
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
20 Eastbourne Terrace
London, United Kingdom
W2 6LG
(Address of Principal Executive Offices)
(Zip Code)


Amended and Restated LivaNova PLC 2022 Incentive Award Plan
(Full title of the plan)

Company Secretariat
LivaNova Plc
c/o
LivaNova USA, Inc.
100 Cyberonics Blvd.
Houston, Texas 77058
United States
(Name and Address of agent of service)

(281) 228-7200
(Telephone number, including area code, of agent of service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”). ¨




EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed in order to register an additional (i) 650,000 ordinary shares, par value £1.00 per share (the “Ordinary Shares”), of LivaNova PLC (the “Registrant”) that may be issued under the Registrant’s Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the “Plan”) and (ii) 650,000 Ordinary Shares that may become available for issuance under the Plan as a result of outstanding awards under the Plan being (a) forfeited, lapsed, or expired, (b) converted to shares of another company in connection with a takeover, sale, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, (c) settled for cash (in whole or in part) or (d) repurchased by the Registrant.

The Ordinary Shares are securities of the same class as those securities registered on the Registrant’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on June 13, 2022 (Registration No. 333-265563), which is hereby incorporated by reference, except to the extent supplemented, amended or superseded by information set forth in this Registration Statement, consistent with General Instruction E to Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents By Reference.

The following documents filed by the Registrant with the Commission are incorporated into this Registration Statement by reference:
(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023 (including the information specifically incorporated by reference therein from the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on April 28, 2023);
(b)
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the Commission on May 3, 2023;
(c)
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Commission on July 26, 2023;
(c)
the Registrant’s Current Reports on Form 8-K filed with the Commission on February 22, 2023 (Item 5.02 only), April 14, 2023 (Item 5.02 only), April 21, 2023 and June 16, 2023; and
(d)
the description of the Registrant’s securities contained in Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.





Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

Item 8.
Exhibits.
The exhibits to this Registration Statement are described below.







SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on July 26, 2023.

LivaNova PLC
By:
/s/ William A. Kozy
William A. Kozy
Interim Chief Executive Officer and Chair of the Board








POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Hutchinson as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ William A. Kozy
Interim Chief Executive Officer and Chair of the Board
(Principal Executive Officer)
July 26, 2023
William A. Kozy
/s/ Alex Shvartsburg
Chief Financial Officer
(Principal Accounting and Financial Officer)
July 26, 2023
Alex Shvartsburg
/s/ Francesco Bianchi
Director
July 26, 2023
Francesco Bianchi
/s/ Stacy Enxing Seng
Director
July 26, 2023
Stacy Enxing Seng
/s/ Daniel J. Moore
Director
July 26, 2023
Daniel J. Moore
/s/ Sharon O’Kane
Director
July 26, 2023
Sharon O’Kane
/s/ Andrea L. Saia
Director
July 26, 2023
Andrea L. Saia
/s/ Todd C. Schermerhorn
Director
July 26, 2023
Todd C. Schermerhorn
/s/ Brooke Story
Director
July 26, 2023
Brooke Story
/s/ Peter Wilver
Director
July 26, 2023
Peter Wilver
/s/ Kevin Smith
Authorized Representative in the United States
July 26, 2023
Kevin Smith